<PAGE> 1
As filed with the Securities and Exchange Commission on June 19, 1995
REGISTRATION NO. 33-59505
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STATE STREET BOSTON CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2456637
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No)
225 FRANKLIN STREET
BOSTON, MASSACHUSETTS 02110
(617) 786-3000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
JOHN R. TOWERS, ESQ.
SENIOR VICE PRESIDENT - AND GENERAL COUNSEL
STATE STREET BOSTON CORPORATION
225 FRANKLIN STREET
BOSTON, MASSACHUSETTS 02110
(617) 786-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
CHAMPE A. FISHER, ESQ.
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(617) 951-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME OR AT ONE TIME AFTER THE EFFECTIVENESS OF THE REGISTRATION STATEMENT.
---------------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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<PAGE> 2
[LOGO]
2,986,111 SHARES
STATE STREET BOSTON CORPORATION
COMMON STOCK
The Common Stock of State Street Boston Corporation, a Massachusetts
corporation ("State Street"), par value $1.00 per share (the "Common Stock")
offered hereby is held by Kemper Financial Services, Inc. ("Kemper" or the
"Selling Stockholder"), who may from time to time offer for sale shares of the
Common Stock. See "Selling Stockholder." State Street will not receive any
proceeds from the sale by Kemper of the Common Stock.
The Selling Stockholder has advised State Street that it proposes to
offer the Common Stock offered hereby for sale, from time to time, to purchasers
directly, or through agents, or through brokers in brokerage transactions on
the New York Stock Exchange, or to underwriters or dealers in negotiated
transactions or in a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Brokers,
dealers, agents and underwriters that participate in the distribution of the
Common Stock offered hereby may be deemed to be underwriters under the
Securities Act of 1933 as amended, and together with the rules and regulations
thereunder (the "Securities Act"), and any discounts or commissions received by
them from the Selling Stockholder and any profit on the resale of the Common
Stock offered hereby by them may be deemed to be underwriting discounts and
commissions under the Securities Act. The Selling Stockholder may be deemed to
be an underwriter under the Securities Act. The Selling Stockholder will pay
all applicable stock transfer taxes, brokerage commissions, underwriting
discounts or commissions and any fees of Selling Stockholder's counsel, but
State Street will bear all other expenses in connection with the offering made
hereunder. State Street has agreed to indemnify the Selling Stockholder and
underwriters of the Selling Stockholder against certain liabilities, including
certain liabilities under the Securities Act, in connection with the
registration and the offering and sale of the Common Stock offered hereby. See
"Plan of Distribution".
The Common Stock is listed on the New York Stock Exchange (the "NYSE")
under the symbol "STT". The last reported sale price of the Common Stock on the
NYSE Composite Tape on June 16, 1995 was $36-1/2 per share.
If necessary, certain information relating to Kemper, the terms of each
sale of Common Stock offered hereby, including the public offering price, the
names of any underwriters or agents, the compensation, if any, of such
underwriters or agents and the other terms in connection with the sale of the
Common Stock, in respect of which this Prospectus is delivered will be set forth
in an accompanying Prospectus Supplement (the "Prospectus Supplement").
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
The date of this Prospectus is June 19, 1995.
<PAGE> 3
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF STATE STREET SINCE THE DATE
HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
STATEMENT OF AVAILABLE INFORMATION
State Street is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the Commission's regional offices at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
13th Floor, New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The shares of State Street's Common
Stock including the associated preferred share purchase rights under the Rights
Agreement, dated as of September 15, 1988, as amended, are listed on the NYSE.
Reports, proxy statements and other information concerning State Street can also
be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
State Street has filed with the Commission a Registration Statement
under the Securities Act with respect to the Common Stock to which this
Prospectus relates. This Prospectus does not contain all the information set
forth in the Registration Statement, certain portions of which have been omitted
as permitted by the rules and regulations of the Commission. For further
information with respect to State Street and the Common Stock, reference is made
to the Registration Statement, including the exhibits thereto. The Registration
Statement may be inspected by anyone without charge at the principal office of
the Commission in Washington, D.C., and copies of all or part of it may be
obtained from the Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by State
Street are incorporated in this Prospectus by reference and made a part hereof:
(1) State Street's Annual Report on Form 10-K for the year ended
December 31, 1994, filed with the Commission on March 29, 1995,
including portions of State Street's Annual Report to
Stockholders for the year ended December 31, 1994 (excluding
management's discussion and analysis and the financial
statements and schedules thereto), and definitive proxy
statement dated March 14, 1995.
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<PAGE> 4
(2) State Street's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995, filed with the Commission on May 15,
1995.
(3) State Street's Current Report on Form 8-K as filed with the
Commission on May 19, 1995 containing restated financial
information for the year ended December 31, 1994 and prior
periods and other restated information to reflect the
acquisition of IFTC Holdings, Inc. in a pooling of interests
transaction.
(4) The description of State Street's Common Stock included in
State Street's effective registration statement report on Form
8-A, as filed with the Commission on January 18, 1995.
(5) The description of State Street's Preferred Share Purchase
Rights included in State Street's effective Registration
Statement on Form 8-A filed with the Commission on January 18,
1995.
Each document or report subsequently filed by State Street with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the termination of the offering of the Common
Stock shall be deemed to be incorporated by reference into this Prospectus and
to be a part of this Prospectus from the date of filing of such document. Any
statement contained herein, or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement or this Prospectus.
State Street will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Written requests should be directed to:
Secretary, State Street Boston Corporation, 225 Franklin Street, Boston,
Massachusetts 02110. Telephone requests may be directed to State Street at (617)
786-3000.
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STATE STREET BOSTON CORPORATION
State Street Boston Corporation ("State Street") is a bank holding
company organized under the laws of The Commonwealth of Massachusetts. State
Street has three lines of business: financial asset services, investment
management and commercial lending.
State Street was organized in 1970 and conducts its business
principally through its subsidiary, State Street Bank and Trust Company ("State
Street Bank"), which traces its beginnings to the founding of the Union Bank in
1792. The charter under which State Street Bank now operates was authorized by a
special act of the Massachusetts Legislature in 1891, and its present name was
adopted in 1960.
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<PAGE> 5
State Street is the fourth largest provider of trust services in the
United States as ranked on the basis of 1993 fiduciary compensation. State
Street had more than $1.7 trillion of assets under custody, $210 billion of
bonds under trusteeship, and $160 billion of assets under management at year-end
1994. Ranked on the basis of balance sheet assets as of June 1994, State Street
Bank is the 23rd largest commercial bank in the United States. State Street's
total assets were $22.5 billion at December 31, 1994, of which $16.7 billion, or
74%, were investment securities and money market assets and $3.2 billion, or
14%, were loans.
Services are provided from offices in the United States, as well as
from offices in Canada, Grand Cayman, Netherland Antilles, the United Kingdom,
France, Belgium, Luxembourg, Denmark, Germany, United Arab Emirates, Hong Kong,
Taiwan, Japan, Australia, and New Zealand. State Street's executive offices are
located at 225 Franklin Street, Boston, Massachusetts 02110 (telephone (617)
786-3000).
RECENT DEVELOPMENTS
On January 31, 1995, State Street completed its acquisition of
Investors Fiduciary Trust Company ("IFTC"), a trust company based in Kansas
City, Missouri that provides custodial, trust and agency services to mutual
funds and other entities. Pursuant to the terms of an Acquisition Agreement,
dated as of September 27, 1994 (the "Acquisition Agreement"), by and among State
Street, Kemper and DST Systems, Inc. ("DST"), State Street acquired all of the
issued and outstanding capital stock of IFTC Holdings, Inc., the holding company
of IFTC, from DST and Kemper. In exchange, DST and Kemper each received
2,986,111 shares of Common Stock. State Street accounted for the acquisition of
IFTC as a pooling of interests. Pursuant to a Registration Rights Agreement,
dated as of January 31, 1995, (the "Registration Rights Agreement"), State
Street agreed to register one-half of the total number of shares of Common Stock
received by DST and Kemper. Pursuant to an agreement between Kemper and DST it
has been agreed that Kemper would be entitled to sell the shares of Common Stock
to which this Prospectus relates.
USE OF PROCEEDS
The sale of the Common Stock offered hereby is for the account of
Kemper. Accordingly, State Street will not receive any of the proceeds from the
sale by Kemper of the Common Stock.
DIVIDENDS
As a bank holding company, State Street is a legal entity separate and
distinct from State Street Bank (and its other non-bank subsidiaries). State
Street's principal source of funds is dividends from State Street Bank (and its
other non-bank subsidiaries). The right of State Street to participate as a
stockholder in any distribution of assets of a subsidiary upon its liquidation
or reorganization or otherwise is subject to the prior claims by creditors of
the subsidiary, including obligations for federal funds purchased and securities
sold under repurchase agreements, as well as deposit liabilities. Payment of
dividends by State Street Bank is subject to provisions of the Massachusetts
banking law which provide that dividends may be paid out of net profits provided
(i) capital stock and surplus remain unimpaired, (ii) dividend and retirement
fund requirements of any preferred stock have been met, (iii) surplus equals or
exceeds capital stock, and (iv) there are deducted from net profits any losses
and bad debts, as defined, in excess of reserves specifically established
therefor. Under the Federal Reserve Act, the approval of the Board of Governors
of the Federal Reserve System (such board, the "Federal Reserve Board") (such
system, the "Federal Reserve"), would be required if dividends
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<PAGE> 6
declared by State Street Bank in any year would exceed the total of its net
profits for that year combined with retained net profits for the preceding two
years, less any required transfers to surplus. Under applicable federal and
state law restrictions, at December 31, 1994 State Street Bank could have
declared and paid dividends of $426,554,000 without regulatory approval. Future
dividend payments of State Street Bank and its non-bank subsidiaries cannot be
determined at this time.
ECONOMIC CONDITIONS AND GOVERNMENT POLICIES
Economic policies of the government and its agencies influence the
operating environment of State Street. Monetary policy conducted by the Federal
Reserve Board directly affects the level of interest rates and overall credit
conditions of the economy. Policy instruments utilized by the Federal Reserve
Board include open market operations in U.S. Government securities, changes in
reserve requirements for depository institutions, and changes in the discount
rate and availability of borrowing from the Federal Reserve.
DESCRIPTION OF CAPITAL STOCK
State Street's authorized capital stock consists of 112,000,000 shares
of Common Stock, $1.00 par value per share, and 3,500,000 shares of Preferred
Stock, no par value. As of March 31, 1995, 82,546,000 shares of Common Stock
were issued and each such share is fully paid and non-assessable. There are no
shares of Preferred Stock outstanding.
COMMON STOCK
Each share of Common Stock is entitled to one vote on all matters voted
upon by the stockholders. Subject to the rights of any Preferred Stock that
might hereafter be issued, holders of Common Stock are entitled to receive
dividends when and if declared by the Board of Directors of State Street from
funds legally available therefor. The principal source of funds for payment of
dividends by State Street is dividends paid by State Street Bank. See
"Dividends." In any liquidation, dissolution or winding up of State Street,
holders of Common Stock are entitled to share ratably in State Street's assets
remaining after payment of creditors subject to the rights of any Preferred
Stock that might hereafter be issued. Holders of Common Stock have no preemptive
or other subscription rights, and there are no conversion, redemption or sinking
fund provisions for the Common Stock. State Street Bank is the Transfer Agent
and Registrar for the Common Stock of State Street.
PREFERRED STOCK
State Street is authorized to issue Preferred Stock in series and to
fix the relative powers, preferences and rights appertaining thereto, including
dividend rates, voting rights, conversion rights, liquidation preferences and
redemption, retirement or sinking fund provisions.
STOCKHOLDERS' RIGHTS AGREEMENT
In 1988, State Street declared a dividend of one preferred share
purchase right for each outstanding share of Common Stock. In 1992, State
Street's Common Stock was split two-for-one in the form of a 100% stock dividend
to stockholders. After giving effect to the split, upon the occurrence of
certain events, a right may be exercised to purchase one two-hundredths share of
a series
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<PAGE> 7
of participating preferred stock at an exercise price of $75, subject to
adjustment. The rights become exercisable if a party acquires or obtains the
right to acquire 20% or more of State Street's Common Stock or after
commencement or public announcement of an offer for 20% or more of State
Street's Common Stock. When exercisable, under certain conditions, each right
also entitles the holder thereof to purchase shares of Common Stock, of either
State Street or of the acquiror, having a market value of two times the then
current exercise price of that right.
The rights expire in 1998 and may be redeemed at a price of $.005 per
right at any time prior to expiration or the acquisition of 20% of State
Street's Common Stock. Also, under certain circumstances, the rights may be
redeemed after they become exercisable and may be subject to automatic
redemption.
SELLING STOCKHOLDER
The Common Stock offered by this Prospectus was initially issued to
Kemper, the Selling Stockholder, pursuant to the Acquisition Agreement. See
"Recent Developments." Kemper, incorporated in Delaware, is a registered
investment adviser. Kemper is a wholly-owned subsidiary of Kemper Financial
Companies, Inc., an approximately 97% owned subsidiary of Kemper Corporation, a
diversified financial services company whose stock is traded on the NYSE. Kemper
Corporation has announced that it has entered into a definitive agreement
pursuant to which it will be acquired in a merger transaction by an investment
group comprised of Zurich Insurance Group and Insurance Partners. In connection
with the merger, Zurich Insurance Group will acquire Kemper. Kemper has not held
any position, office or other material relationship with State Street or any of
its predecessors or affiliates within the past three years except as a result of
the Acquisition Agreement. Immediately following the closing under the
Acquisition Agreement, Kemper beneficially owned 2,986,111 shares of Common
Stock. Kemper may, but is not required to, offer pursuant to this Prospectus an
amount up to all of the Common Stock held by it. As a result, and because the
offering may or may not be an underwritten offering on a firm commitment basis,
no estimate can be given as of the date hereof as to the amount of Common Stock
to be offered for sale by Kemper or as to the amount of Common Stock that will
be held by Kemper upon termination of such offering. See "Plan of Distribution."
PLAN OF DISTRIBUTION
The Selling Stockholder has advised State Street that it proposes to
offer the Common Stock offered hereby for sale, from time to time, to purchasers
directly or through agents, or through brokers in brokerage transactions on the
NYSE, or to underwriters or dealers in negotiated transactions or in a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Brokers, dealers, agents and underwriters that participate in the
distribution of the Common Stock offered hereby may be deemed to be underwriters
under the Securities Act, and any discounts or commissions received by them from
the Selling Stockholder and any profit on the resale of the Common Stock offered
hereby may be deemed to be underwriting discounts and commissions under the
Securities Act. The Selling Stockholder may be deemed to be an underwriter under
the Securities Act. Those who act as underwriter, broker, dealer or agent in
connection with the sale of the Common Stock offered hereby will be selected by
Kemper and may have other business relationships with State Street and its
subsidiaries or affiliates in the ordinary course of business.
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At any time a particular offer of Common Stock offered hereby is made
by Kemper, if required, a Prospectus Supplement will be distributed which will
set forth the aggregate amounts of Common Stock being offered and the terms of
the offering, including the name or names of any underwriters, dealers or
agents, any discounts, commissions and other items constituting compensation
from Kemper and any discounts, commissions or concessions allowed or reallowed
or paid to dealers. Such Prospectus Supplement and, if necessary, a
post-effective amendment to the Registration Statement of which this Prospectus
is a part will be filed with the Commission to reflect the disclosure of
additional information with respect to the distribution of the Common Stock
offered hereby.
The Registration Rights Agreement provides that State Street indemnify
Kemper against certain liabilities, including liabilities under the Securities
Act. The Registration Rights Agreement also provides for the indemnification of
State Street by Kemper for certain liabilities, including liabilities under the
Securities Act. In addition, under the Registration Rights Agreement, State
Street's obligation to indemnify extends to those who participate in the
distribution of the Common Stock offered hereby as underwriters for Kemper. Also
pursuant to the Registration Rights Agreement, the Selling Stockholder will pay
all applicable stock transfer taxes, brokerage commissions, underwriting
discounts or commissions and any fees of Selling Stockholder's counsel and
accountants but State Street has agreed to pay substantially all fees and
expenses incident to the preparation, filing, amending and supplementing of the
Registration Statement of which this Prospectus is a part and any registration
statements or qualifying documents filed under any state Blue Sky or securities
laws.
VALIDITY OF THE COMMON STOCK
The validity of the Common Stock offered hereby has been passed upon by
Ropes & Gray, Boston, Massachusetts. Truman S. Casner, a director of State
Street, is a partner of Ropes & Gray. Mr. Casner owns beneficially a total of
5,716 shares of Common Stock. In addition, a total of 600 shares of Common Stock
of State Street were owned beneficially by Ropes & Gray attorneys participating
in the preparation of the Registration Statement of which this Prospectus is a
part.
EXPERTS
The consolidated financial statements of State Street and its
subsidiaries appearing in State Street's Current Report on Form 8-K filed on May
19, 1995, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
With respect to the unaudited condensed consolidated interim financial
information for the three month period ended March 31, 1995, incorporated by
reference in this Prospectus, Ernst & Young LLP have reported that they have
applied limited procedures in accordance with professional standards for a
review of such information. However, their separate report, included in State
Street's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, and
incorporated herein by reference, states that they did not audit and they do not
express an opinion on that interim financial information. Accordingly, the
degree of reliance on their report on such information should be restricted in
light of the limited nature of the review procedures applied. The independent
auditors are not subject to the liability provisions of Section 11 of the
Securities Act for their report on the unaudited interim financial
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information because that report is not a "report" or a "part" of the
Registration Statement prepared or certified by the auditors within the meaning
of Sections 7 and 11 of the Securities Act.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF STATE STREET SINCE THE DATE
HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
PROSPECTUS
<S> <C>
Statement of Available
Information ...................... 2
Incorporation of Certain Documents
by Reference ..................... 2
State Street Boston Corporation .. 3
Recent Developments .............. 4
Use of Proceeds .................. 4
Dividends ........................ 4
Economic Conditions and Government
Policies ......................... 5
Description of Capital Stock ..... 5
Selling Stockholder .............. 6
Plan of Distribution ............. 6
Validity of the Common Stock ..... 7
Experts .......................... 7
</TABLE>
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[LOGO]
2,986,111 SHARES
State Street Boston
Corporation
COMMON STOCK
----------
PROSPECTUS
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JUNE 19, 1995
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<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate of the expenses which will be incurred in
connection with the issuance and distribution of the securities being
registered.
To be borne by State Street:(1)
<TABLE>
<S> <C>
Registration Fee .......................................... $ 33,851
Transfer Agent and Registrar Fees ......................... $ 5,000
Printing .................................................. $ 5,000
Legal Fees and Expenses(2) ................................ $125,000
Accounting Fees(3) ........................................ $ 65,000
Blue Sky Fees and Expenses ................................ $ 10,000
Miscellaneous ............................................. $ 10,000
-------
Total ................................................... $233,851
</TABLE>
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(1) Not including underwriting discounts and commissions, if any,
which will be borne by the Selling Stockholder.
(2) Not including fees of Selling Stockholder's counsel.
(3) Not including fees of Selling Stockholder's accountants.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 67 of Chapter 156B of the General Laws of Massachusetts
provides that to the extent specified in or authorized by the articles of
organization, a by-law adopted by shareholders or a vote adopted by the holders
of the majority of shares of stock entitled to vote on the election of
directors, a corporation can indemnify directors, officers, employees and other
agents of the corporation (and persons who serve at its request as directors,
officers, employees or other agents of another organization or who serve at its
request in any capacity with respect to any employee benefit plan) except as to
any matter as to which such person shall have been adjudicated in any proceeding
not to have acted in good faith in the reasonable belief that his action was in
the best interest of the corporation or to the extent that such matter relates
to service with respect to an employee benefit plan in the best interests of the
participants or beneficiaries of such employee benefit plan.
The Articles of Organization of State Street (Article 6) provide the
following:
The corporation shall to the fullest extent legally permissible
indemnify each person who is or was a director, officer, employee or
other agent of the corporation and each person who is or was serving at
the request of the corporation as a director, trustee, officer,
employee or other agent of another corporation or of any partnership,
joint venture, trust, employee
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benefit plan or other enterprise or organization against all
liabilities, costs and expenses, including but not limited to amounts
paid in satisfaction of judgments, in settlement or as fines and
penalties, and counsel fees and disbursements, reasonably incurred by
him in connection with the defense or disposition of or otherwise in
connection with or resulting from any action, suit or other proceeding,
whether civil, criminal, administrative or investigative, before any
court or administrative or legislative or investigative body, in which
he may be or may have been involved as a party or otherwise or with
which he may be or may have been threatened, while in office or
thereafter, by reason of his being or having been such a director,
officer, employee, agent or trustee, or by reason of any action taken
or not taken in any such capacity, except with respect to any matter as
to which he shall have been finally adjudicated by a court of competent
jurisdiction not to have acted in good faith in the reasonable belief
that his action was in the best interests of the corporation (any
person serving another organization in one or more of the indicated
capacities at the request of the corporation who shall not have been
adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interest of such
other organization shall be deemed so to have acted in good faith with
respect to the corporation) or to the extent that such matter relates
to service with respect to an employee benefit plans in the best
interest of the participants or beneficiaries of such employee benefit
plan. Expenses, including but not limited to counsel fees and
disbursements, so incurred by any such person in defending any such
action, suit or proceeding, shall be paid from time to time by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the person
indemnified to repay the amounts so paid if it shall ultimately be
determined that indemnification of such expenses is not authorized
hereunder.
If, in an action, suit or proceeding brought by or in the name
of the corporation, a director of the corporation is held not liable
for monetary damages, whether because that director is relieved of
personal liability under the provisions of this Article Six of the
Articles of Organization, or otherwise, that director shall be deemed
to have met the standard of conduct set forth above and to be entitled
to indemnification for expenses reasonably incurred in the defense of
such action, suit or proceeding.
As to any matter disposed of by settlement by any such person,
pursuant to a consent decree or otherwise, no such indemnification
either for the amount of such settlement or for any other expenses
shall be provided unless such settlement shall be approved as in the
best interests of the corporation, after notice that it involves such
indemnification, (a) by vote of a majority of the disinterested
directors then in office (even though the disinterested directors be
less than a quorum), or (b) by any disinterested person or persons to
whom the question may be referred by vote of a majority of such
disinterested directors, or (c) by vote of the holders of a majority of
the outstanding stock at the time entitled to vote for directors,
voting as a single class, exclusive of any stock owned by any
interested person, or (d) by any disinterested person or persons to
whom the question may be referred by vote of the holders of a majority
of such stock. No such approval shall prevent the recovery from any
such director, officer, employee, agent or trustee of any amounts paid
to him or on his behalf as indemnification in accordance with the
preceding sentence if such person is subsequently adjudicated by a
court of competent jurisdiction not to have acted in good faith in the
reasonable belief that his action was in the best interests of the
corporation.
II-2
<PAGE> 13
The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which any director, officer,
employee, agent or trustee may be entitled or which may lawfully be
granted to him. As used herein, the terms "director", "officer",
"employee", "agent" and "trustee" include their respective executors,
administrators and other legal representatives, an "interested" person
is one against whom the action, suit or other proceeding in question or
another action, suit or other proceeding on the same or similar grounds
is then or had been pending or threatened, and a "disinterested" person
is a person against whom no such action, suit or other proceeding is
then or had been pending or threatened.
By action of the board of directors, notwithstanding any
interest of the directors in such action, the corporation may purchase
and maintain insurance, in such amounts as the board of directors may
from time to time deem appropriate, on behalf of any person who is or
was a director, officer, employee or other agent of the corporation, or
is or was serving at the request of the corporation as a director,
trustee, officer, employee or other agent of another corporation or of
any partnership, joint venture, trust, employee benefit plan or other
enterprise or organization against any liability incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such
liability.
A director of this corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director notwithstanding any provision of law
imposing such liability, provided, however, that this paragraph of
Article Six shall not eliminate the liability of a director to the
extent such liability is imposed by applicable law (i) for any breach
of the director's duty of loyalty to this corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for
any transaction from which the director derived an improper personal
benefit, or (iv) for paying a dividend, approving a stock repurchase or
making loans which are illegal under certain provisions of
Massachusetts law, as the same exists or hereafter may be amended. If
Massachusetts law is hereafter amended to authorize the further
limitation of the legal liability of the directors of this corporation,
the liability of the directors shall then be deemed to be limited to
the fullest extent then permitted by Massachusetts law as so amended.
Any repeal or modification of this paragraph of this Article Six which
may hereafter be effected by the stockholders of this corporation shall
be prospective only, and shall not adversely affect any limitation on
the liability of a director for acts or omissions prior to such repeal
or modification.
In addition, State Street maintains a directors' and officers'
liability insurance policy.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
2.1 Acquisition Agreement dated September 27, 1994 among Registrant, Kemper
Financial Services, Inc. and DST Systems, Inc. pertaining to the
acquisition of IFTC Holdings, Inc.(1)
</TABLE>
II-3
<PAGE> 14
<TABLE>
<S> <C>
4.1 State Street Boston Corporation's Restated Articles of Organization, as
amended(2)
4.2 State Street Boston Corporation's By-Laws, as amended(3)
4.3 Form of Common Stock Certificate(4)
4.4 Rights Agreement dated as of September 15, 1988 between State Street
Boston Corporation and The First National Bank of Boston, Rights
Agent(5)
4.5 Amendment to Rights Agreement dated as of September 20, 1990 between
State Street Boston Corporation and The First National Bank of Boston,
Rights Agent(6)
4.6 Registration Rights Agreement dated as of January 31, 1995 by and among
State Street Boston Corporation, Kemper Financial Services, Inc. and
DST Systems, Inc.(4)
5.1 Opinion of Ropes & Gray, as to the legality of the Common Stock and
Preferred Share Purchase Rights being registered(7)
15.1 Letter of Ernst & Young re: Unaudited Interim Financial Information(7)
23.1 Consent of Ropes & Gray (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP(7)
</TABLE>
-----------
(1) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1994.
(2) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1988.
(3) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992.
(4) Previously filed with the Securities and Exchange Commissions as an
Exhibit to Registrant's Registration Statement on Form S-3, dated May
22, 1995.
(5) Incorporated by reference to Registrant's Current Report on Form 8-K
dated September 30, 1988.
(6) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1990.
(7) Filed herewith.
II-4
<PAGE> 15
ITEM 17. UNDERTAKINGS
(a) Rule 415 Offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, unless the information
required to be included in such post-effective amendment is
contained in a periodic report filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 and incorporated herein by reference;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement,
unless the information required to be included in such
post-effective amendment is contained in a periodic report filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by
reference. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's Annual Report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-5
<PAGE> 16
(c) Incorporated Annual and Quarterly Reports.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to securityholders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information is required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such financial information.
(d) Acceleration of Effectiveness.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-6
<PAGE> 17
SIGNATURES
STATE STREET BOSTON CORPORATION
Pursuant to the requirements of the Securities Act of 1933, State
Street Boston Corporation certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-3 and has duly caused
this Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on the 19th day of June, 1995.
STATE STREET BOSTON CORPORATION
By /s/ Rex S. Schuette
---------------------------------
REX S. SCHUETTE
Senior Vice President and Comptroller
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below on June 19, 1995
by the following persons in the capacities indicated.
<TABLE>
<S> <C>
* Chairman, Chief Executive
- -----------------------------
MARSHALL N. CARTER Officer and Director
(principal executive officer)
* Vice Chairman, Chief Financial
- -----------------------------
DAVID A. SPINA Officer, Treasurer and Director
(principal financial officer)
* Senior Vice President and Comptroller
- -----------------------------
REX S. SCHUETTE (principal accounting officer)
* Director
- -----------------------------
TENLEY E. ALBRIGHT
* Director
- -----------------------------
JOSEPH A. BAUTE
* Director
- -----------------------------
I. MACALLISTER BOOTH
* Director
- -----------------------------
JAMES I. CASH
</TABLE>
II-7
<PAGE> 18
<TABLE>
<S> <C>
* Director
- -----------------------------
TRUMAN S. CASNER
* Director
- -----------------------------
NADER F. DAREHSHORI
Director
- -----------------------------
LOIS D. JULIBER
* Director
- -----------------------------
CHARLES F. KAYE
* Director
- -----------------------------
CHARLES R. LAMANTIA
* Director
- -----------------------------
JOHN M. KUCHARSKI
Director
- -----------------------------
DENNIS J. PICARD
Director
- -----------------------------
DAVID B. PERINI
Director
- -----------------------------
BERNARD W. REZNICEK
Director
- -----------------------------
ALFRED POE
Director
- -----------------------------
ROBERT E. WEISSMAN
*By: /s/ Rex S. Schuette
-------------------------
REX S. SCHUETTE
Attorney-in-fact
</TABLE>
II-8
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description Method of Filing Page No.
- ------- ----------- ---------------- --------
<S> <C> <C> <C>
2.1 Acquisition Agreement dated September Previously filed with the Securities and
27, 1994 among Registrant, Kemper Exchange Commission as Exhibit 2 to
Financial Services, Inc. and DST Registrant's Quarterly Report on Form 10-Q for
Systems, Inc. pertaining to the the quarter ended September 30, 1994 and
acquisition of IFTC Holdings Inc. incorporated by reference
4.1 State Street Boston Corporation's Previously filed with the Securities and
Restated Articles of Organization, as Exchange Commission as Exhibit 3.1 to
amended Registrant's Annual Report on Form 10-K for the
year ended December 31, 1988 and incorporated
by reference
4.2 State Street Boston Corporation's Previously filed with the Securities and
By-Laws, as amended Exchange Commission as Exhibit 3.2 to
Registrant's Annual Report
on Form 10-K for the year
ended December 31, 1992 and
incorporated by reference
4.3 Form of Common Stock Certificate Previously filed with the Securities and
Exchange Commission as Exhibit 4.3 to
Registrant's Registration Statement on Form S-3
dated May 22, 1995
4.4 Rights Agreement dated as of September Previously filed with the Securities and
15, 1988 between State Street Boston Exchange Commission as Exhibit 4 to
Corporation and The First National Bank Registrant's Current Report on Form 8-K dated
of Boston, Rights Agent September 30, 1988 and incorporated by reference
4.5 Amendment to Rights Agreement dated as Previously filed with the Securities and
of September 20, 1990 between State Exchange Commission as Exhibit 4 to
Street Boston Corporation and The First Registrant's Quarterly Report on Form 10-Q for
National Bank of Boston, Rights Agent the quarter ended September 30, 1990 and
incorporated by reference
4.6 Registration Rights Agreement dated as Previously filed with the Securities and
of January 31, 1995 by and among State Exchange Commission as Exhibit 4.6 to
Street Boston Corporation, Kemper Registrant's Registration Statement on Form S-3
Financial Services, Inc. and DST dated May 22, 1995
Systems, Inc.
5.1 Opinion of Ropes & Gray as to the Filed herewith
legality of the Common Stock and
Preferred Share Purchase Rights
15.1 Letter re: Unaudited Interim Financial Filed herewith
Information
23.1 Consent of Ropes & Gray (included in Previously filed with the Securities and
Exhibit 5.1) Exchange Commission as Exhibit 23.1 to
Registrant's Registration Statement on Form S-3
dated May 22, 1995
23.2 Consent of Ernst & Young LLP Filed herewith
</TABLE>
II-9
<PAGE> 1
Exhibit 5.1
June 19, 1995
State Street Boston Corporation
225 Franklin Street
Boston, Massachusetts 02110
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-3 (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, for the registration of 2,986,111 shares of Common Stock,
$1.00 par value (the "Shares"), and 2,986,111 preferred share purchase rights
(the "rights") of State Street Boston Corporation, a Massachusetts corporation
(the "Company"). The Shares and the rights are to be sold by Kemper Fiancial
Services, Inc. (the "Selling Stockholder") pursuant to the related prospectus
contained in the Registration Statement.
We have acted as counsel for the Company in connection with the issue
and sale of the Shares and the rights by the Company to the Selling
Stockholder, and the sale of the Shares and the rights by the Selling
Stockholder. For purposes of our opinion, we have examined and relied upon such
documents, records, certificates and other instruments as we have deemed
necessary.
We express no opinion as to the applicability of, compliance with or
effect of federal law or the law of any jurisdiction other than The
Commonwealth of Massachusetts.
Based upon the foregoing, we are of the opinion that, (i) the Shares
being sold by the Selling Stockholder have been duly authorized, validly issued
and are fully paid and nonassessable and (ii) the rights being sold by the
selling stockholder have been duly authorized and validly issued.
<PAGE> 2
State Street Boston Corporation -2- June 19, 1995
We hereby consent to the filing of this opinion as part of the
Registration Statement and to the use of our name therein and in the related
prospectus under the caption "Legal Matters."
This opinion is to be used only in connection with the offer and sale
of the Shares and the rights while the Registration Statement is in effect.
Very truly yours,
Ropes & Gray
<PAGE> 1
Exhibit 15.1
Independent Accountant's Acknowledgement Letter
The Stockholders and Board of Directors
State Street Boston Corporation
We are aware of the incorporation by reference in Amendment No. 1 to the
Registration Statement (Form S-3 No. 33-59505) dated June 19, 1995 of State
Street Boston Corporation for the registration of 2,986,111 shares of its
common stock of our report dated April 14, 1995, relating to the unaudited
consolidated interim financial statements of State Street Boston Corporation
which are included in its Form 10-Q for the quarter ended March 31, 1995.
Pursuant to Rule 436(c) of the Securities Act 1933 our report is not a part of
the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
Ernst & Young LLP
Boston, Massachusetts
June 19, 1995
<PAGE> 1
Exhibit 23.2
Consent of Ernst & Young LLP
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 33-59505) filed on
June 19, 1995 and related Prospectus of State Street Boston Corporation for the
registration of 2,986,111 shares of its common stock and to the incorporation
by reference therein of our report dated January 31, 1995 with respect to the
consolidated financial statements of State Street Boston Corporation included
in its current report on Form 8-K dated May 19, 1995, filed with the Securities
and Exchange Commission.
Ernst & Young LLP
Boston, Massachusetts
June 19, 1995
